UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 12, ~~2014Commission~~2015Commission file number 333-168515

Toys “R” Us Property Company II, LLC



(Exact name of registrant as specified in its charter)



Delaware		37-1512919
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

One Geoffrey Way Wayne, New Jersey		07470
(Address of principal executive offices)		(Zip code)

(973) 617-3500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ¨

(Note: As a voluntary filer not subject to the filing requirements of Section 13(a) or 15(d) of the Exchange Act, the registrant has filed all reports pursuant to Section 13(a) or 15(d) of the Exchange Act during the preceding 12 months as if the registrant were subject to such filing requirements.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of ~~December~~June 1612, ~~2014~~2015, all of our outstanding membership interests were privately held by our sole member, Giraffe Junior Holdings, LLC.

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TOYS “R” US PROPERTY COMPANY II, LLC

TABLE OF CONTENTS

	PAGE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets	1
Condensed Statements of Operations	2
Condensed Statements of Cash Flows	3
Condensed Statements of Changes in Member's Deficit	4
Notes to the Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	98
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1411
Item 4. Controls and Procedures	1411
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	1513
Item 1A. Risk Factors	1513
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1513
Item 3. Defaults Upon Senior Securities	1513
Item 4. Mine Safety Disclosures	1513
Item 5. Other Information	1513
Item 6. Exhibits	1513
SIGNATURE	1614
INDEX TO EXHIBITS	1715

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PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements

TOYS “R” US PROPERTY COMPANY II, LLC

CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands)	~~November~~May 12, ~~2014~~2015			~~February~~January 131, ~~2014~~2015
ASSETS
Current Assets:
Cash and cash equivalents	$	7898,~~522~~025		$	4966,~~178~~398
Due from affiliate, net	43,~~461~~584			43,~~334~~436
Prepaid expenses	1,~~976~~569			1,~~331~~450
Total current assets	84103,~~959~~178			5471,~~843~~284
Real Estate, Net:
Land	165,~~677~~100			~~168~~165,~~273~~677
Buildings, net	~~146~~142,~~046~~433			~~151~~144,~~932~~729
Property and leasehold improvements, net	2825,~~434~~633			3227,~~731~~061
Total real estate, net	~~340~~333,~~157~~166			~~352~~337,~~936~~467
Straight-line rent receivable from affiliate	9195,~~817~~704			8295,~~607~~029
Debt issuance costs	119,~~048~~242			1310,~~758~~145
Total Assets	$	~~527~~541,~~981~~290		$	~~504~~513,~~144~~925
LIABILITIES AND MEMBER’S DEFICIT
Current Liabilities:
Accrued interest	$	25,~~930~~903		$	10,~~666~~497
Real estate taxes payable	54,~~693~~658			4,~~831~~538
Deferred third party rent liabilities	5			5
Deferred related party revenue	7,557			—
Other current liabilities	367			422
Deferred third party rent liabilities	4			4
Total current liabilities	31,995			15,924
Other current liabilities	279			314
Long-term debt	720,197			719,211
Total current liabilities	38,401			15,353
Deferred third party rent liabilities	13,607			13,284
Long-term debt	720,891			720,542
Member’s deficit	(237,818		)	(244,275		)
Deferred third party rent liabilities	13,807			13,713
Total Liabilities and Member’s Deficit	$	527,981		$	504,144
Member’s deficit	(231,809		)	(235,683		)
Total Liabilities and Member’s Deficit	$	541,290		$	513,925

See accompanying notes to the Condensed Financial Statements.

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TOYS “R” US PROPERTY COMPANY II, LLC

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

13 Weeks Ended

~~39 Weeks Ended~~

(In thousands)

~~November~~May 12, ~~2014~~2015

~~November~~May 23, ~~2013~~2014

~~November 1, 2014~~

~~November 2, 2013~~

Rental revenues:

Base rents

2528,~~658~~241

2526,~~880~~474

~~80,584~~

~~78,272~~

Tenant reimbursements

3,~~213~~343

3,~~156~~210

~~9,628~~

~~9,496~~

Total revenues

2831,~~871~~584

29,~~036~~684

~~90,212~~

~~87,768~~

Depreciation

2,~~691~~682

2,~~791~~800

~~8,261~~

~~8,549~~

Rental expense

678

~~2,035~~

~~2,017~~

Common area maintenance expenses

3,~~213~~343

3,~~156~~210

~~9,628~~

~~9,496~~

Other operating expenses, net

~~402~~1,463

~~417~~445

~~4,454~~

~~1,268~~

Total operating expenses

68,~~984~~166

7,~~042~~133

~~24,378~~

~~21,330~~

Operating earnings

2123,~~887~~418

2122,~~994~~551

~~65,834~~

~~66,438~~

Interest expense, net

16,~~549~~644

16,~~523~~622

~~49,743~~

~~49,664~~

Earnings from continuing operations

5,338

5,471

16,091

16,774

Net earnings

6,774

5,929

Earnings from discontinued operations

—

11,887

Net earnings

5,338

5,471

16,091

28,661

See accompanying notes to the Condensed Financial Statements.

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TOYS “R” US PROPERTY COMPANY II, LLC

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	39 Weeks Ended
	13 Weeks Ended
(In thousands)	~~November~~May 12, ~~2014~~2015			~~November~~May 23, ~~2013~~2014
Cash Flows from Operating Activities:
Net earnings	$	166,~~091~~774		$	285,~~661~~929
Adjustments to reconcile Net earnings to net cash provided by operating activities:
Adjustments to reconcile Net earnings to Net cash provided by operating activities:
Depreciation	82,~~261~~682			92,~~614~~800
Amortization of debt issuance costs	~~2,710~~903			~~2,710~~903
Amortization of original issue discount	~~986~~349			~~905~~322
Loss (gain) on sale of real estate	3,163			(547		)
Loss on sale of real estate	1,027			—
Changes in operating assets and liabilities:
Due from affiliate, net	(~~127~~148		)	~~417~~221
Prepaid expenses	(~~645~~119		)	(~~462~~147		)
Straight-line rent receivable from affiliate and Deferred third party rent liabilities	(~~8,887~~581		)	(93,~~575~~124		)
Accrued interest, Real estate taxes payable and Other current liabilities	1615,~~071~~491			15,~~982~~602
Deferred related party revenue	—7,557			~~(90~~6,690		)
Net cash provided by operating activities	3733,~~623~~935			4729,~~615~~196
Cash Flows from Investing Activities:
Proceeds from sale of real estate	~~1,355~~592			~~3,933~~—
Net cash provided by investing activities	~~1,355~~592			~~3,933~~—
Cash Flows from Financing Activities:
Distributions	(92,~~634~~900		)	~~(10,402~~—		)
Net cash used in financing activities	(92,~~634~~900		)	~~(10,402~~—		)
Cash and cash equivalents:
Net increase during period	2931,~~344~~627			4129,~~146~~196
Cash and cash equivalents at beginning of period	4966,~~178~~398			2749,~~658~~178
Cash and cash equivalents at end of period	$	7898,~~522~~025		$	6878,~~804~~374

See accompanying notes to the Condensed Financial Statements.

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TOYS “R” US PROPERTY COMPANY II, LLC

CONDENSED STATEMENTS OF CHANGES IN MEMBER’S DEFICIT

(Unaudited)

(In thousands)	Member’s Deficit
Balance, February 2, 2013	$	(264,713	)
Net earnings	28,661
Distributions	(10,402		)
Balance, November 2, 2013	$	(246,454	)
Balance, February 1, 2014	$	(244,275	)
Net earnings	165,~~091~~929
Distributions	(9,634		)
Balance, May 3, 2014	$	(238,346	)
Balance, November 1, 2014	$	(237,818	)
Balance, January 31, 2015	$	(235,683	)
Net earnings	6,774
Distributions	(2,900		)
Balance, May 2, 2015	$	(231,809	)

See accompanying notes to the Condensed Financial Statements.

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TOYS “R” US PROPERTY COMPANY II, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation

As used herein, the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company II, LLC (“TRU Propco II”), except as expressly indicated or unless the context otherwise requires. TRU Propco II was formed in July 2005 as part of a legal reorganization of the businesses of Toys “R” Us, Inc. (“TRU”). TRU, through various subsidiaries, operates or licenses Toys “R” Us and Babies “R” Us stores in the United States and foreign countries and jurisdictions. We are ultimately owned by TRU through our indirect parent, Toys “R” Us – Delaware, Inc. (“Toys-Delaware”), to whom we lease or sublease substantially all of our properties and from whom we derive substantially all of our revenues and cash flows. The Company is one reportable segment.

As a result of the reorganization, we received, as contributions from Toys-Delaware and other affiliates, certain properties which we now lease to Toys-Delaware. As the reorganization was between entities under common control, the net assets transferred were recorded at their carrying value.

The Condensed Balance Sheets as of ~~November~~May 12, ~~2014~~2015 and ~~February~~January 131, ~~2014~~2015, the Condensed Statements of Operations ~~for the thirteen and thirty-nine weeks ended November 1~~, ~~2014 and November 2, 2013,~~ the Condensed Statements of Cash Flows and the Condensed Statements of Changes in Member’s Deficit for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2014~~2015 and ~~November~~May 23, ~~2013~~2014, have been prepared by us in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting, and in accordance with the requirements of this Quarterly Report on Form 10-Q. Our interim Condensed Financial Statements are unaudited and are subject to year-end adjustments. In the opinion of management, the financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the thirteen ~~and thirty-nine~~ weeks then ended. The Condensed Balance Sheet at ~~February~~January 131, ~~2014~~2015, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015, but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the financial statements and footnotes thereto included within our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015.

~~Adoption~~2. ofReal ~~New~~estate, ~~Accounting Pronouncement~~net

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. Early adoption is permitted, but only for disposals (or assets classified as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted the amendments, effective February 2, 2014. As a result of the adoption, results of operations for properties that are disposed of (or classified as held for sale) in the ordinary course of business on or subsequent to February 2, 2014 are included in continuing operations on the Statements of Operations, to the extent such disposals do not meet the criteria for classification as a discontinued operation described above. Any related gain or loss on sale of real estate that does not meet the criteria for classification as a discontinued operation is presented in Other operating expenses, net on the Statements of Operations. Additionally, termination payments are recorded in Base rents. These were previously included in Earnings from discontinued operations. For disposals prior to February 2, 2014, which were not subject to the early adoption of ASU 2014-08, the Company continued to report the gain on sale and results of operations prior to the sale as discontinued operations for the periods ended November 2, 2013 in our Condensed Statements of Operations. During the thirteen weeks ended November 1, 2014, we did not dispose of any properties. During the thirty-nine weeks ended November 1, 2014, we sold one owned property and a non-operating parcel to unrelated third parties, which did not meet the criteria for classification as discontinued operations.



(In thousands)	May 2, 2015			January 31, 2015
Land	$	165,100		$	165,677
Buildings	262,786			264,695
Property and leasehold improvements	127,998			128,300
	555,884			558,672
Less: accumulated depreciation	(222,718		)	(221,205		)
Total	$	333,166		$	337,467

During the thirteen weeks ended May 2, 2015, we sold an owned property and a non-operating parcel to unrelated third parties for proceeds of $1 million, resulting in a net loss of $1 million which is included in Other operating expenses, net. The Amended and Restated Master Lease Agreement (the “TRU Propco II Master Lease”) requires Toys-Delaware to make a payment to us, as set forth under the terms of the TRU Propco II Master Lease, upon early termination of a lease or the successful execution of the sale of a property by us to a third party if the proceeds from the sale are less than the net present value of the base rent for the property over its remaining term, discounted at 10% per annum. We recorded a termination payment of $2 million during the thirteen weeks ended May 2, 2015, in Base rents in the Condensed Statement of Operations.

During the thirteen weeks ended May 3, 2014, we did not dispose of any properties.

3. Fair value measurements

To determine the fair value of our assets and liabilities, we utilize the established fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

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2.Long-term ~~Real estate, net~~Debt

(In thousands)	November 1, 2014			February 1, 2014
Land	$	165,677		$	168,273
Buildings	264,695			267,383
Property and leasehold improvements	128,300			128,420
	558,672			564,076
Less: accumulated depreciation	(218,515		)	(211,140		)
Total	$	340,157		$	352,936

As of May 2, 2015 and January 31, 2015, the fair value of our Long-term debt was $741 million and $719 million, respectively, which was estimated using Level 1 inputs, representing quoted market prices in reasonably active markets of our debt instrument.

During the thirteen weeks ended November 1, 2014, we sold no properties and had no leases expire with unrelated third party landlords. During the thirty-nine weeks ended November 1, 2014, we sold one owned property and a non-operating parcel to unrelated third parties for proceeds of $1 million, resulting in a net loss of $3 million, which is included in Other operating expenses, net. The Amended and Restated Master Lease Agreement (the “TRU Propco II Master Lease”) requires Toys-Delaware to make a payment to us, as set forth under the terms of the TRU Propco II Master Lease, upon early termination of a lease or the successful execution of the sale of a property by us to a third party if the proceeds from the sale are less than the net present value of the base rent for the property over its remaining term, discounted at 10% per annum. We did not record any termination payments for the thirteen weeks ended November 1, 2014. We recorded a termination payment of $3 million for the thirty-nine weeks ended November 1, 2014, in Base rents in the Condensed Statement of Operations.

3. Discontinued operations

During the thirteen weeks ended November 2, 2013, we sold no properties and had no leases expire with unrelated third party landlords. During the thirty-nine weeks ended November 2, 2013, we sold two owned properties and a non-operating parcel to unrelated third parties for proceeds of $4 million, resulting in a net gain of $1 million. Additionally, we had an early termination of a ground lease and had a ground lease expire with an unrelated third party landlord for which we opted not to exercise the renewal option. As per the terms of the TRU Propco II Master Lease, we did not record any termination payments for the thirteen weeks ended November 2, 2013. We recorded termination payments of $12 million for the thirty-nine weeks ended November 2, 2013.

The operating results of properties classified as discontinued operations have been segregated from continuing operations and reported separately as Earnings from discontinued operations on the Condensed Statements of Operations for the thirty-nine weeks ended November 2, 2013. These amounts have been summarized below:

(In thousands)	39 Weeks Ended
Total revenues (1)	$	11,964
Earnings from discontinued operations	$	11,887

(1) Includes termination payments from Toys-Delaware.

4. Long-term debt

The fair values of our Long-term debt are estimated using quoted market prices for the same or similar issues and other pertinent information available to management as of the end of the respective periods. Debt instruments classified as Level 1 are based on quoted prices in active markets and Level 2 instruments are valued using market prices we obtain from external third parties. Debt instruments classified as Level 3 are not publicly traded, and therefore we are unable to obtain quoted market prices, and are generally valued using estimated spreads, a present value calculation or a cash flow analysis, as appropriate. There have been no significant changes in valuation technique or related inputs for Long-term debt for the thirty-nine weeks ended November 1, 2014 and November 2, 2013.

As of November 1, 2014 and February 1, 2014, the carrying value of our debt was $720 million and $719 million, respectively, with a fair value of $732 million and $739 million, respectively. The fair value of our long-term debt was estimated using Level 1 inputs.

5. Fair value measurements

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inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Other Financial Instruments

~~Cash~~Other ~~Equivalents~~financial instruments that are not measured at fair value on our Condensed Balance Sheets include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Due to the short-term nature of these assets and liabilities, their carrying amounts approximate fair value.

~~Cash equivalents include highly liquid investments with an original maturity of three months or less at acquisition~~4. ~~Due~~ toMember’s the nature and short-term maturity of these investments, their carrying amount approximates fair value. Therefore, we have determined that our cash equivalents in their entirety are classified as Level 1 within the fair value hierarchy. deficit

6Giraffe Junior Holdings, LLC, an indirect wholly-owned subsidiary of TRU, is the direct owner of 100% of our limited liability company interests. We ~~Member’s~~evaluate ~~deficit~~our cash balances on an ongoing basis and periodically distribute cash to our parent companies. During the thirteen weeks ended May 2, 2015, we made cash distributions of $3 million in dividends. During the thirteen weeks ended May 3, 2014, we did not make any cash distributions.

~~Giraffe Junior Holdings, LLC, an indirect wholly-owned subsidiary of TRU, is the direct owner of 100% of our limited liability company interests~~5. We ~~evaluate~~Related ~~our~~party cash balances on an ongoing basis and periodically distribute cash to our parent companies. During each of the thirty-nine weeks ended November 1, 2014 and November 2, 2013, we made cash distributions of $10 million in dividends.transactions

7. Related party transactions

Rental Revenues

Our rental revenues are derived from payments received under the TRU Propco II Master Lease we entered into with Toys-Delaware. The TRU Propco II Master Lease provides for Toys-Delaware to reimburse us for property related costs including, among others, real estate taxes and common area maintenance charges. These costs are directly paid by Toys-Delaware and are recorded as both an expense and a tenant reimbursement. During the thirteen weeks ended ~~November~~May ~~1, 2014 and November~~ 2, ~~2013,~~2015 ~~we earned related party Base rent revenues of $25 million~~ and ~~$26 million, respectively, excluding termination payments from Toys-Delaware. During the thirty-nine weeks ended November~~May 13, 2014 ~~and November 2~~, ~~2013,~~ we earned related party Base rent revenues of $7726 million ~~and $78 million~~, respectively, excluding termination payments from Toys-Delaware. In addition, we recorded Tenant reimbursements of $~~4 million and $~~3 million under the TRU Propco II Master Lease during each of the thirteen weeks ended ~~November~~May 12, ~~2014~~2015 and ~~November~~May 23, ~~2013, respectively. During each of the thirty-nine weeks ended November 1,~~ 2014 ~~and November 2~~, ~~2013, we recorded Tenant reimbursements of $10 million,~~ respectively.

Termination Payments

As discussed in Note 2 entitled “Real estate, net,” ~~and Note 3 entitled “Discontinued operations,”~~ the TRU Propco II Master Lease requires Toys-Delaware to make a payment to us, as set forth under the terms of the TRU Propco II Master Lease, upon early termination of a lease or the successful execution of the sale of a property by us to a third party if the proceeds from the sale are less than the net present value of the base rent for the property over its remaining term, discounted at 10% per annum. We ~~did~~recorded ~~not record any~~ termination payments of $2 million for the thirteen weeks ended ~~November~~ ~~1, 2014 and November~~May 2, ~~2013,~~2015 ~~respectively.~~in WeBase ~~recorded~~rents ~~termination~~within ~~payments~~our Statements of $3Operations. We ~~million~~did ~~and~~not ~~$12~~record ~~million~~any termination payments for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 13, 2014 ~~and November 2, 2013, respectively~~.

Management Service Fees

Toys-Delaware provides a majority of the centralized corporate functions, including accounting, human resources, legal, tax and treasury services to TRU, other affiliates and us under athe Domestic Services Agreement (“Agreement”). The costs are based on a formula for each affiliate, as defined in the Agreement, and are recorded in Other operating expenses, net on the Condensed Statements of Operations. During each of the thirteen weeks ended ~~November~~May 12, ~~2014~~2015 and ~~November~~May 23, ~~2013~~2014, the amounts charged to us for these services were less than $1 million~~, respectively~~. ~~During each of the thirty-nine weeks ended November 1, 2014 and November 2, 2013, the amounts charged to us for these services were $1 million.~~

Transactions with the Sponsors

From time to time, an investment group consisting of entities advised by or affiliated with Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co. L.P. and Vornado Realty Trust (collectively, the “Sponsors”) or their affiliates may acquire our debt in open market transactions or through loan syndications. As of May 2, 2015 and May 3, 2014, the Sponsors or their affiliates did not own any of our debt.

Due from Affiliate, Net

As of ~~November~~May 12, ~~2014~~2015 and ~~February~~January 131, ~~2014~~2015, Due from affiliate, net of $4 million and $3 million, respectively, primarily represents real estate taxes, base rents and certain property reimbursements owed to us by Toys-Delaware.

86. Recent accounting pronouncements

In ~~August~~May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-1509, “~~Presentation~~Revenue offrom ~~Financial~~Contracts ~~Statements-Going~~with ~~Concern~~Customers (~~Subtopic~~Topic ~~205-40~~606)~~: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~” (“ASU 2014-1509”). ASU 2014-1509 isamends ~~intended~~the toguidance ~~define~~for ~~management’s~~revenue ~~responsibility~~recognition to ~~evaluate~~replace ~~whether~~numerous, ~~there~~industry-specific isrequirements ~~substantial doubt about an organization’s ability to continue as a going concern~~ and toconverges ~~provide~~areas ~~related~~under ~~footnote disclosures. The amendments in~~ this ~~ASU~~topic ~~are~~with ~~effective~~those ~~for~~of the

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International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 will have on our Condensed Financial Statements.

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reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently assessing the impact the adoption of ASU 2014-15 will have on our Condensed Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 will have on our Condensed Financial Statements.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein the “Company,” “we,” “us,” or “our” means Toys “R” Us Property Company II, LLC (“TRU Propco II”), except as expressly indicated or unless the content otherwise requires. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help facilitate an understanding of our financial condition and our historical results of operations for the periods presented. This MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015 and Condensed Financial Statements and the accompanying notes thereto, and contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” below.

Our Business

We are a special purpose entity owned indirectly by Toys “R” Us, Inc. (“TRU”), through Toys “R” Us – Delaware, Inc. (“Toys-Delaware”) and formed in July 2005. We own fee and ground leasehold interests in ~~124~~123 properties in various retail markets throughout the United States. Under an operating company/property company structure, we lease these properties on a triple-net basis, to Toys-Delaware, the operating entity for all of TRU’s North American businesses, which operates the properties as Toys “R” Us stores, Babies “R” Us stores or side-by-side stores, or subleases them to alternative retailers. Substantially all of our revenues and cash flows are derived from payments from Toys-Delaware under the Amended and Restated Master Lease Agreement (the “TRU Propco II Master Lease”). For quarterly financial statements and other information about our master tenant, Toys-Delaware, see Exhibit 99.1 to this report.

Results of Operations

~~Earnings~~Total from continuing operations includes the results of properties disposed of in the current period, if any, whereas the results of properties disposed of in the prior year are presented in Earnings from discontinued operations. Refer to “Recently Adopted Accounting Pronouncements” below for further details.Revenues

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~November~~May 12, ~~2014~~2015

~~November~~May 23, ~~2013~~2014

$ Change

% Change

~~November 1, 2014~~

~~November 2, 2013~~

~~$ Change~~

~~% Change~~

Total revenues

2831,~~871~~584

29,~~036~~684

~~(165~~1,900

)

~~(0.~~6.4

~~90,212~~

~~87,768~~

~~2,444~~

~~2.8~~

Total revenues ~~decreased~~increased by $0.1 ~~million to $28~~.9 million for the thirteen weeks ended ~~November~~May 12, ~~2014~~2015, compared to the same period last year. The increase was primarily due to a termination payment of $292.02 million ~~for~~recognized from Toys-Delaware as required under the ~~same~~TRU ~~period~~Propco ~~last~~II ~~year.~~Master Lease for one property sold.

Total revenues increased by $2.4 million to $90.2 million for the thirty-nine weeks ended November 1, 2014, compared to $87.8 million for the same period last year. The increase was primarily due to a termination payment of $3.1 million recognized from Toys-Delaware as required under the TRU Propco II Master Lease for one property sold.Depreciation

13 Weeks Ended

~~39 Weeks Ended~~

($ In thousands)

~~November~~May 12, ~~2014~~2015

~~November~~May 23, ~~2013~~2014

$ Change

% Change

~~November 1, 2014~~

~~November 2, 2013~~

~~$ Change~~

~~% Change~~

Depreciation

2,~~691~~682

2,~~791~~800

(~~100~~118

)

(34.62

~~8,261~~

~~8,549~~

~~(288~~

)

~~(3.4~~

Depreciation decreased by $0.1 million for the thirteen weeks ended ~~November~~May 12, ~~2014~~2015, compared to the same period last year. ~~The decrease was primarily due to assets that were fully depreciated in the current year.~~

~~Depreciation~~Rental decreased by $0.3 million for the thirty-nine weeks ended November 1, 2014, compared to the same period last year. The decrease was primarily due to assets that were fully depreciated in the current year and accelerated depreciation taken in the prior year for properties which we committed to exit prior to the end of the useful lives of the assets.Expense



	13 Weeks Ended
($ In thousands)	May 2, 2015		May 3, 2014		$ Change		% Change
Rental expense	$	678	$	678	$	—	—	%

Rental expense remained consistent for the thirteen weeks ended May 2, 2015, compared to the same period last year.

Common Area Maintenance Expenses



	13 Weeks Ended
($ In thousands)	May 2, 2015		May 3, 2014		$ Change		% Change
Common area maintenance expenses	$	3,343	$	3,210	$	133	4.1	%

Common area maintenance expenses increased by $0.1 million for the thirteen weeks ended May 2, 2015, compared to the same period last year. These expenses are fully reimbursed by our tenant under the TRU Propco II Master Lease, and are reflected in Tenant reimbursements, which is a component of Total revenues.

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	13 Weeks Ended								39 Weeks Ended
($ In thousands)	November 1, 2014		November 2, 2013		$ Change		% Change		November 1, 2014		November 2, 2013		$ Change		% Change
Rental expense	$	678	$	678	$	—	—	%	$	2,035	$	2,017	$	18	0.9	%

Other Operating Expenses, Net

Rental expense remained relatively consistent for the thirteen and thirty-nine weeks ended November 1, 2014, compared to the same periods last year.



	13 Weeks Ended
($ In thousands)	May 2, 2015		May 3, 2014		$ Change		% Change
Other operating expenses, net	$	1,463	$	445	$	1,018	228.8	%

	13 Weeks Ended								39 Weeks Ended
($ In thousands)	November 1, 2014		November 2, 2013		$ Change		% Change		November 1, 2014		November 2, 2013		$ Change		% Change
Common area maintenance expenses	$	3,213	$	3,156	$	57	1.8	%	$	9,628	$	9,496	$	132	1.4	%

Other operating expenses, net increased by $1.0 million for the thirteen weeks ended May 2, 2015, compared to the same period last year. The increase was primarily due to the sale of an owned property and a non-operating parcel to unrelated third parties, which resulted in a net loss of $1.0 million.

~~Common~~Interest ~~area maintenance expenses increased by $0.1 million for the thirteen and thirty-nine weeks ended November 1~~Expense, 2014, respectively, compared to the same periods last year. These expenses are fully reimbursed by our tenant under the TRU Propco II Master Lease, and are reflected in Tenant reimbursements, which is a component of Total revenues.Net

	13 Weeks Ended									~~39 Weeks Ended~~
($ In thousands)	~~November~~May 12, ~~2014~~2015		~~November~~May 23, ~~2013~~2014		$ Change			% Change		~~November 1, 2014~~		~~November 2, 2013~~		~~$ Change~~		~~% Change~~
Other operating expenses, net	$	402	$	417	$	(15	)	(3.6	)%	$	4,454	$	1,268	$	3,186	251.3	%
Interest expense, net	$	16,644	$	16,622	$	22		0.1	%

~~Other~~Interest ~~operating expenses~~expense, net ~~decreased~~remained byrelatively ~~less~~consistent ~~than $0.1 million~~ for the thirteen weeks ended ~~November~~May 12, ~~2014~~2015, compared to the same period last year.

~~Other~~Net operating expenses, net increased by $3.2 million for the thirty-nine weeks ended November 1, 2014, compared to the same period last year. The increase was primarily due to the sale of an owned property and a non-operating parcel to unrelated third parties, which resulted in a net loss of $3.2 million.Earnings

	13 Weeks Ended								~~39 Weeks Ended~~
($ In thousands)	~~November~~May 12, ~~2014~~2015		~~November~~May 23, ~~2013~~2014		$ Change		% Change		~~November 1, 2014~~		~~November 2, 2013~~		~~$ Change~~		~~% Change~~
Interest expense, net	$	16,549	$	16,523	$	26	0.2	%	$	49,743	$	49,664	$	79	0.2	%
Net earnings	$	6,774	$	5,929	$	845	14.3	%

~~Interest~~Net ~~expense,~~earnings ~~net~~ increased by ~~less~~$0.8 ~~than~~million to $06.18 million for the thirteen weeks ended ~~November~~May 12, ~~2014~~2015, ~~and~~compared ~~increased~~to bythe $0same period last year.1 The ~~million~~increase ~~for~~was ~~the~~primarily ~~thirty-nine~~due ~~weeks~~to ~~ended~~an ~~November 1,~~increase ~~2014~~in Total revenues, ~~compared~~partially tooffset ~~the~~by ~~same~~an ~~periods~~increase ~~last~~in ~~year~~Other operating expenses, net.

	13 Weeks Ended									39 Weeks Ended
($ In thousands)	November 1, 2014		November 2, 2013		$ Change			% Change		November 1, 2014		November 2, 2013		$ Change			% Change
Earnings from continuing operations	$	5,338	$	5,471	$	(133	)	(2.4	)%	$	16,091	$	16,774	$	(683	)	(4.1	)%

Earnings from continuing operations decreased by $0.2 million to $5.3 million for the thirteen weeks ended November 1, 2014, compared to $5.5 million for the same period last year. The decrease was primarily due to a decline in Total revenues.

Earnings from continuing operations decreased by $0.7 million to $16.1 million for the thirty-nine weeks ended November 1, 2014, compared to $16.8 million for the same period last year. The decrease was primarily due to an increase in Other operating expenses, net, partially offset by an increase in Total revenues.

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	13 Weeks Ended								39 Weeks Ended
($ In thousands)	November 1, 2014		November 2, 2013		$ Change		% Change		November 1, 2014		November 2, 2013		$ Change			% Change
Earnings from discontinued operations	$	—	$	—	$	—	—	%	$	—	$	11,887	$	(11,887	)	(100.0	)%

We did not have Earnings from discontinued operations for each of the thirteen weeks ended November 1, 2014 and November 2, 2013, respectively.

We did not have Earnings from discontinued operations for the thirty-nine weeks ended November 1, 2014. Earnings from discontinued operations for the thirty-nine weeks ended November 2, 2013 consisted primarily of termination payments of $11.8 million recognized from Toys-Delaware as required under the TRU Propco II Master Lease for an early lease termination, a lease expiration for which we opted not to exercise the renewal option and two properties sold.

Liquidity and Capital Resources

Overview

As of ~~November~~May 12, ~~2014~~2015, we were in compliance with all of the covenants related to the 8.500% senior secured notes due fiscal 2017 (the “Secured Notes”).

Our largest source of operating cash flows is cash collections from our lessee, Toys-Delaware. In general, we utilize our cash to service debt, pay normal operating costs and at the discretion of our sole member, based on the recommendation of our management and as permitted by the indenture governing the Secured Notes, declare and pay dividends or make distributions.

Additionally, the indenture governing the Secured Notes allows us to re-invest the net cash proceeds from the sale of properties (“Asset Sales” as defined in the indenture) within 720 days subsequent to the receipt of the proceeds. If net cash proceeds are not reinvested within 720 days of receipt, the net cash proceeds are deemed to be excess proceeds (“Excess Proceeds”). When the aggregate amount of Excess Proceeds exceeds $10.0 million, we are required to make an offer to all holders of the Secured Notes within 30 days to purchase Secured Notes with the Excess Proceeds. We have not recognized cumulative Asset Sales, as defined in the indenture, in excess of $10.0 million as of ~~November~~May 12, ~~2014~~2015.

We have been able to meet our operating cash needs principally by using cash on hand and cash flows from operations and we believe that cash generated from operations along with existing cash will be sufficient to fund expected cash flow requirements for at least the next twelve months.

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Cash Flows

39 Weeks Ended

13 Weeks Ended

(In thousands)

~~November~~May 12, ~~2014~~2015

~~November~~May 23, ~~2013~~2014

Change

Net cash provided by operating activities

3733,~~623~~935

4729,~~615~~196

(94,~~992~~739

)

Net cash provided by investing activities

~~1,355~~592

~~3,933~~—

~~(2,578~~592

)

Net cash used in financing activities

(92,~~634~~900

)

~~(10,402~~—

)

~~768~~(2,900

)

Net increase during period in cash and cash equivalents

2931,~~344~~627

4129,~~146~~196

~~(11~~2,~~802~~431

)

Cash Flows Provided by Operating Activities

During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2014~~2015, Net cash provided by operating activities was $3733.69 million, compared to $4729.62 million for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2013~~2014. The ~~decrease~~increase in Net cash provided by operating activities was primarily due to an increase in collections of base rents in the current period due to a ~~decrease~~scheduled fixed escalation in base rents of 10% on February 1, 2015 per the TRU Propco II Master Lease. Additionally contributing to the increase was a termination ~~payments~~payment received from Toys-Delaware as required under the TRU Propco II Master Lease.

Cash Flows Provided by Investing Activities

~~During~~The ~~the thirty-nine weeks ended November 1, 2014,~~ Net cash provided by investing activities ~~was $1.4 million, compared to $3.9 million~~ for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 2, ~~2013. The~~2015 ~~decrease in Net cash provided by investing activities~~ was due to ~~a decrease in~~ proceeds received from the sale of real estate of $0.6 million.

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Cash Flows Used in Financing Activities

During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2014~~2015, Net cash used in financing activities was $92.69 million, ~~compared to $10.4 million for the thirty-nine weeks ended November 2, 2013. The decrease in Net cash used in financing activities was~~ due to ~~a decline in distributions~~Distributions.

Debt

Refer to the Annual Report on Form 10-K ~~and Note 4 to the Condensed Financial Statements entitled “Long-term debt”~~ for further details regarding our debt.

Contractual Obligations and Commitments

Our contractual obligations consist mainly of payments related to Long-term debt and related interest and operating leases related to real estate used in the operation of our business. Refer to the “Contractual Obligations and Commitments” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015 for details on our contractual obligations and commitments.

Critical Accounting Policies

Our Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our Condensed Financial Statements. Refer to the Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015, for a discussion of critical accounting policies.

Recently Adopted Accounting Pronouncements

In ~~November~~May ~~2014~~2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2014~~2015-1708, “'Business Combinations (Topic 805): Pushdown Accounting” ~~(“ASU 2014~~-~~17”). ASU~~ ~~2014-17~~Amendments ~~provides~~to anSEC ~~acquired~~Paragraphs ~~entity~~Pursuant ~~with an option~~ to ~~apply~~Staff ~~pushdown~~Accounting ~~accounting~~Bulletin inNo. ~~its~~115” ~~separate~~(“ASU ~~financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity~~2015-08”). The ~~acquired~~amendments ~~entity~~in ~~may~~ASU ~~elect~~2015-08 ~~the~~amend ~~option~~various toSEC ~~apply~~paragraphs ~~pushdown~~included ~~accounting~~ in the ~~reporting~~FASB’s ~~period~~Accounting inStandards ~~which~~Codification ~~the~~to ~~change-in-control~~reflect ~~event occurs. If pushdown accounting is not applied in~~ the ~~reporting~~issuance ~~period~~of inStaff ~~which~~Accounting ~~the~~Bulletin ~~change-in-control~~No. ~~event~~115 ~~occurs,~~(“SAB an115”). SAB ~~acquired~~115 ~~entity~~rescinds ~~will~~portions ~~have~~of the ~~option~~interpretive toguidance ~~elect~~included ~~to apply pushdown accounting~~ in athe ~~subsequent~~SEC’s ~~reporting~~Staff ~~period~~Accounting asBulletins aseries ~~change~~and inbrings ~~accounting~~existing ~~principle~~guidance ininto ~~accordance~~conformity with ~~ASC~~ASU ~~Topic~~No. ~~250~~2014-17, “~~Accounting~~Business ~~Changes~~Combinations ~~and~~(Topic ~~Error~~805): ~~Corrections”. If~~Pushdown ~~pushdown accounting is applied to an individual change-in-control event~~Accounting,” ~~that~~which ~~election~~provides ~~is irrevocable. ASU 2014-17 also requires~~ an acquired entity ~~that~~with ~~elects~~an ~~the~~ option to apply pushdown accounting in its separate financial statements toupon ~~disclose~~occurrence ~~information~~of inan ~~the~~event ~~current~~in ~~reporting~~which ~~period~~an ~~that~~acquirer ~~enables~~obtains ~~users~~control of ~~financial statements to evaluate~~ the ~~effect~~acquired ~~of pushdown accounting~~entity. The Company has adopted the amendments in ASU ~~2014~~2015-1708, effective ~~November~~May 188, ~~2014~~2015, as the amendments in the update are effective upon issuance. The adoption did not have an impact on our Condensed Financial Statements.

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. Early adoption is permitted, but only for disposals (or assets classified as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted the amendments in ASU 2014-08, effective February 2, 2014. As a result of the adoption of ASU 2014-08, results of operations for properties that are disposed of (or classified as held for sale) in the ordinary course of business on or subsequent to February 2, 2014 are included in continuing operations on the Condensed Statements of Operations, to the extent such disposals do not meet the criteria for classification as a discontinued operation described above. Any related gain or loss on sale of real estate that does not meet the criteria for classification as a discontinued operation is presented in Other operating expenses, net on the Condensed Statements of Operations. Additionally, termination payments are recorded in Base rents. These were previously included in Earnings from discontinued operations. For disposals prior to February 2, 2014, which were 10

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not subject to the early adoption of ASU 2014-08, the Company continued to report the gain on sale and results of operations prior to the sale as discontinued operations for the periods ended November 2, 2013 in our Condensed Statements of Operations.

In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting” (“ASU 2013-07”). ASU 2013-07 clarifies when an entity should apply the liquidation basis of accounting and provides principles for the measurement of associated assets and liabilities, as well as required disclosures. The Company adopted the amendments in ASU 2013-07, effective February 2, 2014. The adoption did not have an impact on our Condensed Financial Statements.

In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”). ASU 2013-04 provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors as well as any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose the nature and amount of those obligations. The Company adopted the amendments in ASU 2013-04, effective February 2, 2014. The adoption did not have an impact on our Condensed Financial Statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, the other reports and documents that we have filed or may in the future file with the Securities and Exchange Commission and other publicly released materials and statements, both oral and written, that we have made or may make in the future, may contain “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such disclosures are intended to be covered by the safe harbors created thereby. These forward looking statements reflect our current views with respect to, among other things, our operations and financial performance. All statements herein or therein that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases, such as “anticipate,” “estimate,” “plan,” “project,” “expect,” “believe,” “intend,” “foresee,” “forecast,” “will,” “may,” “outlook,” or the negative version of these words or other similar words or phrases. These statements discuss, among other things, our strategy, future financial or operational performance, anticipated cost savings, results of restructurings, cash flows generated from operating activities, anticipated developments, future financings, targets and future occurrences and trends.

These statements are subject to risks, uncertainties, and other factors, including, among others, the seasonality of Toys-Delaware’s business, competition in the retail industry, changes in Toys-Delaware’s product distribution mix and distribution channels, general economic factors in the United States and other countries in which Toys-Delaware conducts its business, consumer spending patterns, birth rates, Toys-Delaware’s ability to implement its strategy including implementing initiatives for season, our ability to recognize cost savings, marketing strategies, the availability of adequate financing to us, Toys-Delaware and TRU, access to trade credit, changes in consumer preferences, changes in employment legislation, Toys-Delaware’s dependence on key vendors for its merchandise, political and other developments associated with Toys-Delaware’s international operations, costs of goods that Toys-Delaware sells, labor costs, transportation costs, domestic and international events affecting the delivery of toys and other products to Toys-Delaware’s stores, product safety issues including product recalls, the existence of adverse litigation, changes in laws that impact Toys-Delaware’s business, Toys-Delaware’s and TRU’s respective substantial level of indebtedness and related debt-service obligations, restrictions imposed by covenants in their and our respective debt agreements and other risks, uncertainties and factors set forth under Item 1A entitled “RISK FACTORS” of our Annual Report on Form 10-K filed on ~~May~~April 24, 22015, ~~2014~~ and in our other reports and documents filed with the Securities and Exchange Commission. In addition, Toys-Delaware typically earns a disproportionate part of its annual operating earnings in the fourth quarter as a result of seasonal buying patterns and these buying patterns are difficult to forecast with certainty. These factors should not be construed as exhaustive, and should be read in conjunction with the other cautionary statements that are included in this report. We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments, unless required by the Securities and Exchange Commission’s rules and regulations. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

There has been no change in our exposure to market risk during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2014~~2015. For a discussion of our exposure to market risk, refer to Item 7A entitled “QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK” in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015.


Item 4.	Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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We have evaluated, under the supervision and with the participation of our management, including our principal executive and principal financial officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report.

Based on that evaluation, our principal executive and principal financial officer has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~third~~first quarter of fiscal ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.	Legal Proceedings

Although we do not currently have material legal proceedings pending against us, in the future, we may be involved in various lawsuits, claims and proceedings incident to the ordinary course of business. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty.


Item 1A.	Risk Factors

As of the date of this report, there have been no material changes to the information related to Item 1A entitled “RISK FACTORS” disclosed in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2014~~2015.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

None.


Item 5.	Other Information

None.


Item 6.	Exhibits

See the Index to Exhibits immediately following the signature page hereto, which Index to Exhibits is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TOYS “R” US PROPERTY COMPANY II, LLC
		(Registrant)
Date: December 16, 2014		/s/ Michael J. Short
Date: June 12, 2015		/s/ Michael J. Short
		Michael J. Short
		President and Chief Financial Officer

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INDEX TO EXHIBITS

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.		Description
3.1		Amended and Restated Certificate of Formation of Toys “R” Us Property Company II, LLC (filed as Exhibit 3.1 to Registrant’s Form S-4 registration statement, filed on August 4, 2010 and incorporated herein by reference).
3.2		Second Amended and Restated Limited Liability Company Agreement of Toys “R” Us Property Company II, LLC (filed as Exhibit 3.2 to the Registrant’s Form S-4 registration statement, filed on August 4, 2010 and incorporated herein by reference).
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a – 14(a) and Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Toys “R” Us – Delaware, Inc. financial statements for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 12, ~~2014~~2015 (filed as Exhibit 99.1 to the Form 8-K filed by Toys “R” Us, Inc. on ~~December~~June 1612, ~~2014~~2015 and incorporated herein by reference).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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Filing Compare · Toys R Us Property Co II, LLC